Trademark Security Agreement

Trademark Security Agreement

by Anntaylor Inc
October 17th, 1995



098888\0048\00067\959LG33V.OTH
                               --



098888\0048\00067\959LG33V.OTH
                               --
                                                   EXECUTION COPY


                  TRADEMARK SECURITY AGREEMENT

      THIS TRADEMARK SECURITY AGREEMENT (as such agreement may be
amended,  supplemented or otherwise modified from time  to  time,
this  "Trademark Security Agreement") made as of the 29th day  of
September,  1995,  by ANNTAYLOR, INC., a corporation  having  its
principal place of business located at 142 West 57th Street,  New
York, New York 10019 (the "Borrower") in favor of BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, with an office located at
1455  Market  Street,  San Francisco, California  94103,  in  its
capacity  as  the Agent under the "Credit Agreement" (as  defined
below) (the "Agent").

                        R E C I T A L S:

      The  Borrower, the Agent, BA Securities, Inc., as Arranger,
Bank  of America National Trust and Savings Association and Fleet
Bank,  National  Association as Co-Agents, and certain  financial
institutions  currently and in the future to be  parties  to  the
Credit  Agreement (as defined below) (such financial institutions
being  collectively, the "Lenders") have entered into  a  certain
Amended  and Restated Credit Agreement dated as of September  29,
1995 (as such agreement may be amended, supplemented or otherwise
modified  from  time  to  time, the  "Credit  Agreement"),  which
provides  (i)  for the Lenders to make Loans to the Borrower  and
for  the  Issuing Banks to issue the Letters of Credit  and  (ii)
that as a condition precedent to the making of the Loans and  the
issuance  of the Letters of Credit, the Borrower enter into  this
Trademark Security Agreement to secure the Obligations.

      NOW, THEREFORE, in consideration of the above premises  and
in order to induce the Lenders to make the Loans and each Issuing
Bank  to  issue the Letters of Credit under the Credit Agreement,
the  Borrower  hereby agrees with the Agent for its benefit,  for
the benefit of the Lenders and the Issuing Banks as follows:

     1.   Defined Terms.

      (a)  Unless otherwise defined herein, the capitalized terms
used  herein which are defined in the Credit Agreement shall have
the meanings specified in the Credit Agreement.

      (b)  The words "hereof," "herein" and "hereunder" and words
of  like  import  when used in this Trademark Security  Agreement
shall  refer to this Trademark Security Agreement as a whole  and
not  to  any  particular  provision of  this  Trademark  Security
Agreement,  and  section  references  are  to  sections  in  this
Trademark Security Agreement unless otherwise specified.

      (c)  All terms defined in this Trademark Security Agreement
in  the singular shall have comparable meanings when used in  the
plural, and vice versa, unless otherwise specified.

     2.   Security Interest in Trademarks.

      To  secure the complete and timely payment, performance and
satisfaction  of the Obligations, the Borrower hereby  grants  to
the  Agent  for  the benefit of the Agent, the  Lenders  and  the
Issuing Banks a security interest in, with power of sale  to  the
extent  permitted  by  applicable  law,  all  of  the  Borrower's
now-owned or existing and filed and hereafter acquired or arising
and filed:

      (a)   trademarks, trademark registrations, trade names  and
trademark  applications for any of the foregoing  in  the  United
States Patent and Trademark Office or in any other office or with
any other official anywhere in the world or which are used in the
United  States or any state, territory or possession thereof,  or
in any other place, nation or jurisdiction anywhere in the world,
including,   without   limitation,  the   trademarks,   trademark
registrations,  service  marks, service  mark  registrations  and
applications listed on Annex I, attached hereto and made  a  part
hereof, and (i) all renewals thereof, (ii) all income, royalties,
damages  and  payments now and hereafter due and/or payable  with
respect  thereto, including, without limitation,  payments  under
all licenses entered into in connection therewith and damages and
payments  for  past  or future infringements thereof,  (iii)  the
right  to sue for past, present and future infringements thereof,
and  (iv)  all rights corresponding thereto throughout the  world
(all  of  the  foregoing trademarks, and trademark registrations,
trade  names,  service  marks,  service  mark  registration   and
applications,  together with the items described in  clauses  (i)
through  (iv) in this subparagraph (a), are sometimes hereinafter
individually   and/or   collectively   referred   to    as    the
"Trademarks");

      (b)   license agreements with any other party in connection
with any Trademarks or such other party's trademarks or trademark
applications,  whether  the Borrower is a  licensor  or  licensee
under any such license agreement, including, but not limited  to,
the  license  agreements listed on Annex II attached  hereto  and
made  a part hereof, and the right to prepare for sale, sell  and
advertise  for sale, all of the inventory now or hereafter  owned
by  the  Borrower  and now or hereafter covered by  such  license
agreements  (all of the foregoing being hereinafter  referred  to
collectively as the "Licenses").

      (c)  the goodwill of the Borrower's business connected with
and symbolized by the Trademarks;

The  Trademarks, Licenses and the goodwill referred to above  are
hereinafter collectively called the "Collateral".

     3.   Restrictions on Future Agreements.

      The  Borrower  agrees that until all the Obligations  shall
have  been satisfied in full and the Credit Agreement shall  have
been terminated, the Borrower will not, without the Agent's prior
written consent, abandon any Trademark, except as would not  have
a  material  adverse effect on the business of the  Borrower,  or
enter  into  any  agreement, including, without  limitation,  any
license agreement (other than as necessary to maintain or protect
any   Trademark),  which  is  inconsistent  with  the  Borrower's
obligations  under  this Trademark Security  Agreement,  and  the
Borrower  further  agrees that it will not take  any  action,  or
permit  any action to be taken by any other Persons to the extent
that   such   Persons  are  subject  to  its  control,  including
licensees,  or  fail to take any action, which would  affect  the
validity,  priority,  perfection or  enforcement  of  the  rights
transferred to the Agent under this Trademark Security Agreement,
and any such agreement or action if it shall take place shall  be
null  and  void  and of no effect whatsoever.   Nothing  in  this
Section  3 shall be deemed to prevent the Borrower from  engaging
in  transactions permitted under Section 8.02(a)(v) of the Credit
Agreement.

     4.   New Trademarks.

     The Borrower represents and warrants that the Trademarks and
Licenses  listed  on  Annexes I and  II  constitute  all  of  the
significant trademarks, applications, trade names, service marks,
service mark registrations and trademark registrations now  owned
and  license agreements entered into by the Borrower.  If, before
the   Obligations  shall  have  been  satisfied  in   full,   the
commitments  of  the Lenders to extend credit  under  the  Credit
Agreement  shall  have been terminated and the  Credit  Agreement
shall  have been terminated, the Borrower shall, after  the  date
hereof,  (i)  obtain  rights  to any  new  trademarks,  trademark
registrations,  trademark applications,  service  marks,  service
mark  registrations, or trade names, (ii) become entitled to  the
benefit  of  any  trademarks, trademark registrations,  trademark
applications,   trade   names,  service   marks,   service   mark
registrations,  trademark licenses or trademark license  renewals
or  (iii)  enter  into any new trademark license agreements,  the
provisions  of  paragraph  2  above  shall  automatically   apply
thereto, and the Borrower shall give to the Agent prompt  written
notice  thereof.   The Borrower hereby authorizes  the  Agent  to
modify this Trademark Security Agreement by amending Annex  I  or
II  to  include  any  future trademarks, trademark  applications,
trade names, service marks, service mark registrations, trademark
registrations or license agreements that are the Trademark or the
Licenses, under paragraph 2 above or under this paragraph 4.

     5.   Additional Representations and Warranties.

      The  Borrower  hereby represents, warrants,  covenants  and
agrees that:

      (a)  Except as otherwise provided or permitted herein or in
the Credit Agreement, it is and will continue to be the owner  of
all  its  right, title and interest in the Collateral so long  as
the  Trademarks  and  Licenses  shall  continue  in  force.   The
Trademarks  and Licenses are and shall continue to be  free  from
any Lien in favor of a Person except for those Liens permitted by
Section 8.02 of the Credit Agreement.

      (b)   It has the full right and power to grant the security
interest in the Collateral made hereby.

      (c)   It  has  made  no  previous assignment,  transfer  or
agreements  in  conflict herewith or constituting  a  present  or
future  assignment,  transfer,  or  encumbrance  on  any  of  the
Collateral.

     (d)  So long as any Obligations remain outstanding under the
Credit Agreement, the commitments of the Lenders to extend credit
under  the  Credit  Agreement have not been  terminated  and  the
Credit  Agreement  has not terminated, it will not  execute,  and
there  will  not be on file in any public office,  any  financing
statement or other document or instrument covering the Collateral
except  as otherwise contemplated or permitted hereby or  by  the
Credit Agreement and the other Loan Documents.

      (e)   Subject  to  any  limitation  stated  therein  or  in
connection  therewith,  all information furnished  to  the  Agent
concerning  the Collateral and proceeds thereof, for the  purpose
of  obtaining credit or an extension of credit, is, or will be at
the  time  the  same is furnished, accurate and  correct  in  all
material respects.

      (f)   To  the best of the Borrower's knowledge  and  belief
following  diligent inquiry, no infringement or unauthorized  use
presently  is  being  made of any of the Trademarks  or  Licenses
which has or may reasonably be expected to have, alone or in  the
aggregate,  a Material Adverse Effect.  The Borrower has  advised
the  Agent of (i) the existence of restrictions on the use of the
Trademark  and  Licenses as may be contained  in  the  Borrower's
franchise agreements and license agreements relating to  the  use
of  the Trademarks and Licenses and (ii) its trademark monitoring
and enforcement practice.

     6.   Royalties; Term.

     The Borrower hereby agrees that any rights granted hereunder
to  the  Agent for the benefit of the Agent, the Lenders and  the
Issuing Banks with respect all the Collateral as described  above
shall  be  worldwide and without any liability for  royalties  or
other  related charges from the Agent to the Borrower.  The  term
of  the  security interest granted herein shall extend until  the
earlier  of  (i)  the expiration or abandonment of  each  of  the
Trademarks  and  Licenses  subject  to  this  Trademark  Security
Agreement,  or  (ii) the date on which all the  Obligations  have
been  paid  in  full, the commitments of the  Lenders  to  extend
credit  under the Credit Agreement have been terminated  and  the
Credit Agreement has been terminated.

     7.   The Agent's Right to Inspect.

      The Agent and the Lenders shall have the right, at any time
and from time to time, to inspect the Borrower's premises and  to
examine  the Borrower's books, records and operations, including,
without  limitation, the Borrower's merchandise  quality  control
processes upon reasonable notice and at such reasonable times and
as often as may be reasonably requested.  The Borrower agrees (i)
not  to  sell  or  assign its interest in, or grant  any  license
under,  the Collateral without the prior written consent  of  the
Agent except as otherwise permitted under Sections 8.02 and  8.03
of  the Credit Agreement; and (ii) to maintain the quality of any
and  all merchandise in connection with which the Trademarks  are
used,  consistent  with  or  better  than  the  quality  of  said
merchandise as of the date hereof.

     8.   Termination of Security Interest.

      This  Trademark Security Agreement is made  for  collateral
purposes only.  Upon payment in full of the Obligations and  upon
termination  of  the Credit Agreement, the Agent  shall,  at  the
Borrower's  sole  cost and expense, execute and  deliver  to  the
Borrower all termination statements or other instruments  as  may
be  necessary  or  proper  to re-vest in  the  Borrower  (without
recourse  to  or  warranty  by  the  Agent)  full  title  to  the
Collateral  granted  hereby, subject to any  disposition  thereof
which may have been made by the Agent pursuant hereto or pursuant
to the Credit Agreement.

     9.   Duties of the Borrower.

     The Borrower shall have the duty (i) to prosecute diligently
any  trademark application that is part of the Trademarks pending
as  of  the date hereof or thereafter until the obligations shall
have  been paid in full, (ii) to make applications on trademarks,
as  appropriate, and (iii) to preserve and maintain all rights in
trademark   applications,  trademarks,  trademark  registrations,
service  marks, and service mark registrations, that are part  of
the  Trademarks  except, in the case of (i) or (iii),  where  the
failure to do so would not have or be reasonably expected to have
a  Material  Adverse Effect.  Any expenses incurred in connection
with  such  applications shall be borne  by  the  Borrower.   The
Borrower  agrees to retain an experienced trademark attorney  for
the  filing  and prosecution of all such applications  and  other
proceedings.  The Borrower shall not abandon any right to file  a
trademark  application  in  the  United  States  or  any  pending
trademark  application in any country without the  prior  written
consent  of  the Agent except as would not have or be  reasonably
expected  to  have a Material Adverse Effect.   If  the  Borrower
fails to comply with any of the foregoing duties, the Agent shall
have  the  right (but shall not be obligated) to  do  so  in  the
Borrower's  name  to  the extent permitted by  law,  but  at  the
Borrower's  expense, and the Borrower hereby agrees to  reimburse
the  Agent  in  full  for all expenses, including  the  fees  and
disbursements  of  counsel incurred by the Agent  in  protecting,
defending and maintaining the Collateral.  In the event that  the
Borrower shall fail to pay when due any fees required to be  paid
by  it  hereunder, or shall fail to discharge any Lien prohibited
hereby,  or  shall fail to comply with any other duty  hereunder,
the  Agent  may,  but  shall not be required  to,  pay,  satisfy,
discharge  or bond the same for the account of the Borrower,  and
all  monies  so  paid out shall be Obligations  of  the  Borrower
repayable  on  demand, together with interest at the  fluctuating
rate applicable to Base Rate Loans under the Credit Agreement.

     10.  The Agent's Right to Sue.

      From and after the occurrence and during continuance of  an
Event of Default, the Agent shall have the right, but shall in no
way  be  obligated, to bring suit in its own  name  for  its  own
benefit and for the benefit of the Lenders and the Issuing  Banks
to  enforce  the Trademarks and Licenses, and if the Agent  shall
commence any such suit, the Borrower shall, at the request of the
Agent,  do any and all lawful acts and execute any and all proper
documents required by the Agent in aid of such enforcement.   The
Borrower shall, upon demand, promptly reimburse the Agent for all
costs and expenses incurred by Agent pursuant to the terms of the
Credit Agreement.

     11.  Waivers.

      No  course  of dealing among the Borrower, the  Agent,  the
Lenders,  the  Issuing Banks or any of them, and  no  failure  to
exercise, nor any delay in exercising, on the part of the  Agent,
the  Lenders or the Issuing Banks, any right, power or  privilege
hereunder or under the Credit Agreement shall operate as a waiver
thereof;  nor shall any single or partial exercise of any  right,
power or privilege hereunder or thereunder preclude any other  or
further  exercise thereof the exercise of any other right,  power
or privilege.

     12.  Severability.

      The  provisions  of this Trademark Security  Agreement  are
severable,  and if any clause or provision shall be held  invalid
and  unenforceable in whole or in part in any jurisdiction,  then
such invalidity or unenforceability shall affect only such clause
or provision or part thereof, in such jurisdiction, and shall not
in  an  manner  affect  such clause or  provision  in  any  other
jurisdiction, or any other clause or provision of this  Trademark
Security Agreement in any jurisdiction.

     13.  Modification.

     This Trademark Security Agreement cannot be altered, amended
or  modified  in  any  way,  except as specifically  provided  in
paragraph 4 hereof or by a writing signed by the parties hereto.

     14.  Cumulative Remedies; Power of Attorney; Effect On Other
Agreements.

      All of the Agent's rights and remedies with respect to  the
Collateral, whether established hereby, by the Credit  Agreement,
by  the  Collateral Documents, by any other agreements or by  law
shall   be   cumulative  and  may  be  exercised  singularly   or
concurrently.  Upon the occurrence and during the continuance  of
an Event of Default and the giving by the Agent of written notice
to the Borrower of the Agent's intention to enforce its right and
claims  against the Borrower, the Borrower hereby authorizes  the
Agent to make, constitute and appoint any officer or agent of the
Agent  as  the Agent may select, in its sole discretion,  as  the
Borrower's true and lawful attorney-in-fact, with power (but  not
the  obligation)  to  (i)  endorse the  Borrower's  name  on  all
applications,  documents,  papers and  instruments  necessary  or
desirable  for  the Agent in the use of the Collateral,  or  (ii)
take  any  other  actions with respect to the Collateral  as  the
Agent  deems  in the best interest of the Agent, the Lenders  and
the  Issuing  Banks  or  (iii) grant or issue  any  exclusive  or
non-exclusive  license under the Collateral to  anyone,  or  (iv)
assign,  pledge, convey or otherwise transfer title in or dispose
of  the  Collateral to anyone free and clear of  any  encumbrance
upon  title thereof (other than any encumbrance created  hereby).
The  Borrower  hereby  ratifies  all  that  such  attorney  shall
lawfully do or cause to be done by virtue hereof.  This power  of
attorney  shall  be irrevocable until the Obligations  have  been
paid  in  full,  the commitments of the Lenders to extend  credit
under  the  Credit Agreement have been terminated and the  Credit
Agreement  has  been terminated.  The Borrower  acknowledges  and
agrees that this Trademark Security Agreement is not intended  to
limit or restrict in any way the rights and remedies of the Agent
and the Lender under the Loan Documents but rather is intended to
facilitate the exercise of such rights and remedies.  The  Agent,
the  Lenders and the Issuing Banks shall have, in addition to all
other rights and remedies given it by the terms of this Trademark
Security  Agreement, all rights and remedies allowed by  law  and
the  rights  and  remedies of a secured party under  the  Uniform
Commercial  Code  as  enacted in any jurisdiction  in  which  the
Collateral  may  be located.  Recourse to security  will  not  be
required at any time.

     15.  Binding Effect; Benefits.

      This Trademark Security Agreement shall be binding upon the
Borrower and its successors and assigns, and shall inure  to  the
benefit  of  the Agent, the Lenders and the Issuing  Banks.   The
Borrower's   successors  and  assigns  shall   include,   without
limitation, a receiver, trustee or debtor-in-possession of or for
the Borrower.

     16.  Notices.

      Any  notices  and other communications hereunder  shall  be
given  in the manner and to the addresses set forth in the Credit
Agreement.

     17.  Choice of Law.

      This Trademark Security Agreement shall be governed by  and
construed in accordance with the laws of the State of New York.

      18.  Consent to Jurisdiction and Service of Process; Waiver
of Jury Trial.

      ALL  JUDICIAL PROCEEDINGS BROUGHT AGAINST THE BORROWER WITH
RESPECT TO THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE  OR  ANY
OTHER  LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
OF  COMPETENT  JURISDICTION IN THE STATE  OF  NEW  YORK,  AND  BY
EXECUTION AND DELIVERY OF THIS TRADEMARK SECURITY AGREEMENT,  THE
BORROWER   ACCEPTS,  FOR  ITSELF  AND  IN  CONNECTION  WITH   ITS
PROPERTIES,   GENERALLY  AND  UNCONDITIONALLY,  THE  NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY  AGREES  TO
BE  BOUND  BY  ANY FINAL JUDGMENT RENDERED THEREBY IN  CONNECTION
WITH THIS TRADEMARK SECURITY AGREEMENT OR ANY NOTE OR ANY OF  THE
OTHER  LOAN DOCUMENTS FROM WHICH NO APPEAL HAS BEEN TAKEN  OR  IS
AVAILABLE.   THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE  OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING  BY  THE MAILING OF COPIES THEREOF  BY  REGISTERED  OR
CERTIFIED  MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED
ON  THE  FIRST PAGE HEREOF, SUCH SERVICE TO BECOME EFFECTIVE  TEN
(10)  DAYS  AFTER SUCH MAILING.  EACH OF BORROWER, THE AGENT  AND
THE LENDERS IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION OR
PROCEEDING  WITH RESPECT TO THIS TRADEMARK SECURITY AGREEMENT  OR
ANY OTHER LOAN DOCUMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT
LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON  THE
GROUNDS  OF  FORUM NON CONVENIENS) WHICH IT MAY NOW OR  HEREAFTER
HAVE  TO  THE  BRINGING  OF ANY SUCH ACTION  OR  PROCEEDING  WITH
RESPECT  TO  THIS TRADEMARK SECURITY AGREEMENT OR ANY OTHER  LOAN
DOCUMENT  IN  ANY JURISDICTION SET FORTH ABOVE.   NOTHING  HEREIN
SHALL  AFFECT  THE  RIGHT TO SERVE PROCESS IN  ANY  OTHER  MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY LENDER TO  BRING
PROCEEDINGS  AGAINST  BORROWER  IN  THE  COURTS  OF   ANY   OTHER
JURISDICTION.

     19.  Waiver of Notice, Hearing and Bond.

      THE BORROWER WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY
KIND  PRIOR  TO THE EXERCISE BY THE AGENT OR THE LENDERS  OF  ITS
RIGHTS, FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT,  TO
REPOSSESS  THE  COLLATERAL WITH JUDICIAL PROCESS OR  TO  REPLEVY,
ATTACH  OR  LEVY  UPON THE COLLATERAL.  THE BORROWER  WAIVES  THE
POSTING  OF  ANY  BOND OTHERWISE REQUIRED OF  THE  AGENT  OR  THE
LENDERS IN CONNECTION WITH THE JUDICIAL PROCESS OR PROCEEDING  TO
OBTAIN   POSSESSION  OF,  REPLEVY,  ATTACH,  OR  LEVY  UPON   THE
COLLATERAL  TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER  ENTERED
IN  FAVOR  OF  THE AGENT OR THE LENDER OR TO ENFORCE BY  SPECIFIC
PERFORMANCE, TEMPORARY RESTRAINING ORDER PRELIMINARY OR PERMANENT
INJUNCTION, THIS TRADEMARK SECURITY AGREEMENT.

     20.  Advice of Counsel.

      THE  BORROWER REPRESENTS TO THE AGENT THAT IT HAS DISCUSSED
THIS TRADEMARK SECURITY AGREEMENT WITH ITS ATTORNEYS.

     21.  Governing Provisions.

      To  the  extent  any provisions of this Trademark  Security
Agreement  are inconsistent with any provisions in  the  Borrower
Security  Agreement,  the provisions of this  Trademark  Security
Agreement shall govern.

     22.  Section Titles.

      The section titles herein are for convenience and reference
only and shall not affect in any way the-interpretation of any of
the provisions hereof.


      IN  WITNESS  WHEREOF, the Borrower has duly  executed  this
Agreement as of the day first above written.


                              ANNTAYLOR, INC.



                              By:  /s/ Walter J. Parks
                                                          _

                              Title:Sr. Vice President - Finance


Attest:

/s/Charles M. Fox
__________________

Agreed and accepted to as of
the date first above written:

BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION, as Agent



By: /s/ Dietmas Schiel
                               _

Title:  Vice President
                            _
STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )


     The foregoing Trademark Security Agreement was
executed  and acknowledged before me this 29th day of  September,
1995,  by Walter J. Parks personally known to me to be the Senior
Vice   President  -  Finance  of  AnnTaylor,  Inc.,  a   Delaware
corporation, on behalf of such corporation.


(SEAL)


                                   /s/ Lars J. Hanson
                                   ------------------------
                                   Notary Public
                                   New York County, New York
                                   My Commission Expires:
                                   September 8, 1996



STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )


     The foregoing Trademark Security Agreement was
executed  and acknowledged before me this 29th day of  September,
1995,  by  Dietmas Schiel personally known to me to be  the  Vice
President   of  Bank  of  America  National  Trust  and   Savings
Association,  a national banking association, on behalf  of  such
corporation.


(SEAL)


                                   /s/  Lars J. Hanson
                                   ------------------------
                                   Notary Public
                                   New York County, New York
                                   My Commission Expires:
                                   September 8, 1996


                            Annex I
                               to
                  Trademark Security Agreement
                        _______________

                 Dated as of September 29, 1995

             Trademarks and Trademark Applications



U.S. Registered Trademarks:
Trademark            Registration   No.              Issue   Date
Expiration/Renewal Date

ANNTAYLOR.    (Stylized)                1,770,157        05/11/93
05/11/03

ANN TAYLOR         1,444,585      06/23/87     06/23/07

ANN TAYLOR         1,251,717      09/20/83     09/20/03

ANNTAYLOR.         1,789,470      08/24/93     08/24/03
(Stylized)

ANNTAYLOR.         1,832,503      04/19/94     04/19/04
(Stylized)

AnnTaylor.         1,854,221      09/13/94     09/13/04
(Stylized)

ANNTAYLOR.         1,881,093      02/28/95     02/28/05

DESTINATION        1,875,773      01/24/95     01/24/05
(not stylized)

DESTINATION    ANNTAYLOR                1,804,908        11/16/93
11/16/03
(not stylized)

destination    ANNTAYLOR.               1,811,236        12/14/93
12/14/03
(stylized)

AT   denim   (logo   design)              1,817,468      01/18/94
01/18/04

AT DENIM.          1,826,976      03/15/94     03/15/04

ANNTAYLOR.         1,782,601      07/20/93     07/20/03

ANNTAYLOR.         1,832,187      04/19/94     04/19/04
(stylized)



U.S. Trademark Applications:

Trademark                    Serial No.        File Date

AT   ANNTAYLOR.   ORIGINALS  -  CLASSIC                74/304,148
08/12/92
STYLE (and design)

AT   ANNTAYLOR.   IRIGINALS  -  CLASSIC                74/304/144
8/12/92
STYLE (and design)

DESTINATION                  74/493,760        02/23/94

ACTION                       74/601,938        11/22/94

ACTION                       74/601,976        11/22/94

ACTION (and Design)          74/601,941        11/22/94

ACTION (and Design)          74/601,937        11/22/94

ACTION (and Design)          74/601,939        11/22/94

ANNTAYLOR. LOFT (stylized)   74/585,175        10/13/94

THE SHOE LOFT  (stylized)    74/654,336        03/31/95

Foreign Registered Trademarks:


Trademark and Country             Registration No.     Issue Date
Expiration/Renewal Date

Ann Taylor/Canada  TMA381,405     03/20/86     03/20/01

Ann Taylor1/Japan  1973145        07/23/87     07/23/97

Ann Taylor/Japan   2322093        07/31/91     07/31/01

Ann Taylor1/Japan  2322094        07/31/91     07/31/01

Ann Taylor./Japan  2461709        09/30/92     09/30/02

Ann Taylor1/Japan  2461710        09/30/92     09/30/02

Ann Taylor./Japan  2451513        08/31/92     08/31/02

Ann Taylor1/Japan  2451514        08/31/92     08/31/02

Ann Taylor./Japan  2389850        03/31/92     03/31/02

Ann Taylor1/Japan  2389851        03/31/92     03/31/02


AnnTaylor./Brazil  817167129      11/15/94     11/15/04

ATDENIM./Brazil    817401985      01/24/95     01/23/05

ATDENIM/Canada                    08/18/95

AnnTaylor/Hong    Kong                  01800/1995       06/25/93
06/25/14

AnnTaylor          2700331        11/30/94     11/30/04
 (English)/Japan

AmmTaylor          2700332        11/30/94     11/30/04
(Katakana)/Japan

AnnTaylor          316507         06/30/95     06/30/05
(Korean)/Korea

ANN TAYLOR/Taiwan  521793         05/01/91     04/30/01


Foreign Trademark Applications:

Trademark and Country        Serial No.        File Date

Ann Taylor/Taiwan2           79/48075          11/05/90

AnnTaylor/Japan              15005/1989        02/10/89

AnnTaylor1/Japan             15006/1989        02/10/89

Ann Taylor/Hong Kong3        9156/90           11/13/90

AnnTaylor./Brazil4           817167129         04/01/93




  
  
  1    In Katakana.
  
  2    Updating status on application.
  
  3    Application for "Ann Taylor" in Hong Kong is being withdrawn
       and  refiled pursuant to the requirements of the  Hong  Kong
       trademark authority.
  
  4    Application for "Ann Taylor" in Brazil is being  amended  to
       show mark as "AnnTaylor.".  If it cannot be amended, it will
       be withdrawn and refiled.

                              Annex II
                                 to
                    Trademark Security Agreement
                   Dated as of September 29, 1995
  
  
                         License Agreements
  
                               None.